Second Earnout definition

Second Earnout has the meaning set forth in Section 2.3(c)(ii).
Sample 1
Second Earnout means the sum of the Second Earnout Period EBITDA Earnout and the Second Earnout Period Revenue Earnout.
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Second Earnout has the meaning set forth in ss.2(b)(iii) below.
Sample 1

Examples of Second Earnout in a sentence

  • Subsequent to the Closing, Buyer shall use its commercially reasonable efforts to operate the CRM Business in a manner to achieve the First Earn-out Target and the Second Earn-out Target, respectively, and Buyer shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing the Earn-out Payment Amounts hereunder.

  • For the avoidance of doubt, the Earn-Out Payments Amounts are independent of each other and Buyer’s liability to pay the Second Earn-out Payment Amount pursuant to this Section 2(b) is not dependent, in any way, upon the liability to pay, or not, the First Earn-Out Payment Amount.

  • The Sellers shall be entitled to (x) a payment of $5,000,000 (the "First Earnout Amount") from Purchaser in the event that Adjusted EBITDA for the First Earnout Period is equal to or in excess of $15,000,000 (the "EBITDA Minimum"), and (y) a payment of $5,000,000 (the "Second Earnout Amount", and together with the First Earnout Amount, if any, collectively the "Earnout Payment") from Purchaser in the event that Adjusted EBITDA for the Second Earnout Period is equal to or in excess of the EBITDA Minimum.

  • In the event of the termination of a Stockholder’s Employment with the Buyer or its Affiliate at any time during the Second Earnout Period because of a Not With Cause Termination by Buyer, then, notwithstanding anything to the contrary, the Seller shall be entitled to receive the Potential Maximum Annual Earnout for the Second Earnout Period; provided, however, that the timing of payment of such shall be as follows: within fifteen (15) Business Days following the end of the Second Earnout Period.

  • Within thirty (30) days following the end of each of the First Earn-out Period and the Second Earn-out Period, Buyer shall prepare and deliver to Seller a written statement (in each case, an “Earn-out Statement”) setting forth in reasonable detail its determination of EBITDA for the applicable Earn-out Period and the calculation of the resulting Earn-out Payment Amount, if any, in accordance with Section 2(b).


More Definitions of Second Earnout

Second Earnout means the dollar amount equal to the product of (i) Company’s Second EBITDA Differential multiplied by (ii)1.627.
Sample 1
Second Earnout means the lesser of (i) ten percent (10%) of the difference between Xxxxxx FMV and Xxxxxx Cost and (ii) $1 million.
Sample 1
Second Earnout means the product of (i) the amount, if any, by which Buyer’s Second EBITDA exceeds the Second Earnout Minimum Threshold, multiplied by (ii)1.794. In no event shall the Second Earnout exceed Two Million ($2,000,000.00) Dollars.
Sample 1
Second Earnout means the earnout described in section 1.10(a)(ii). "SECOND EARNOUT DISTRIBUTION DATE" shall have the meaning set forth in Section 1.10(b).
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Related to Second Earnout

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Interim Payment has the meaning specified in Section 10.1.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earnout Period has the meaning set forth in Section 3.6(a).

  • AHYDO Catch-Up Payment means any payment, including payments made on subordinated debt obligations, in each case to the extent such payment is necessary to avoid the application of Section 163(e)(5) of the Code.

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • Net Earned Premium as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract and less dividends paid or accrued.

  • Earn-Out Period has the meaning set forth in Section 2.6.1.

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Payoff Earnings For any Distribution Date with respect to each Mortgage Loan on which a Payoff was received by the Master Servicer during the Payoff Period, the aggregate of the interest earned by the Master Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Deferred Payment means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Proration Month means the month for which capacity is to be allocated under Item 7.

  • Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Deferred Payment Date for a Participant means the date after the Restricted Period in respect of Restricted Share Units which is the earlier of (i) the date which the Participant has elected to defer receipt of the underlying Shares in accordance with Section 4.5 of this Plan; and (ii) the Participant’s Separation Date.

  • Incentive Payment means the payment to a STGU, including an AOBC Generation Unit, for RPS class I Renewable Generation Attributes and/or Environmental Attributes produced by these units, calculated pursuant to Section 7.0 below.